United States: Quasi Guest Post – 50 State Survey On General Jurisdiction Through Consent By Registration To Do Business: Putting Bauman And Baseball Back Together

What follows is a collaborative effort between Bexis and
Reed Smith's
Kevin Hara, who helped research and write this post.
It's not really a guest post, but Kevin had such a large hand
in it that his contribution deserves to be separately
acknowledged.

**********

As attorneys, we are fond of rules: they give us
structure, define boundaries sometimes both literally in a physical
sense and figuratively in a nonphysical – but no less
fundamental – way. Nearly four years have elapsed
since the Supreme Court crystallized the limitations on general
personal jurisdiction in the landmark case Daimler AG v.
Bauman, 134 S. Ct. 746 (2014) ("Bauman"),
whose praises we have lauded,
here,
here, and
here. We followed Bauman, a case near and dear to
the hearts of litigators on the right side of the "v.",
because it dealt a significant blow to the litigation tourism that
has multiplied over recent years by confining general jurisdiction
to the places in which a nonresident defendant is "at
home." Nonetheless, plaintiffs' attorneys have
attempted to stretch that definition in a number of ways, including
arguing for general jurisdiction based on judicial estoppel,
waiver, and alter ego, as we explained
here and
here.

Those arguments are largely fact- and case-specific.
Another argument plaintiffs have asserted post-Bauman,
however, is not, and is therefore of greater concern. That is
the issue of consent-based jurisdiction through a corporation's
registration to do business – which is mandatory in all 50
states. Thus, general jurisdiction by "consent"
based simply on registration to do business/appointment of an agent
for service of process has the potential to be every bit as
"grasping" and "exorbitant" as the general
jurisdiction theories rejected in Bauman itself.
Because of this, under Bauman's due process
principles, such registration requirements should not subject
nonresident defendants to all-purpose jurisdiction.
Thankfully, in most states, it does not. As discussed
in much greater detail below, we believe the following states gave
rejected general jurisdiction by consent based on state
registration statutes:

In a few jurisdictions, precedent exists that (at least so far)
allows foreign corporations that have registered to do business to
be haled into court even for claims unrelated to any in-state
activity. While this precedent was not directly addressed by
Bauman, it contravenes the principles underlying
Bauman, not to mention opening the door wide for forum
shopping, improper litigation tourism, and other forms of
gamesmanship that strain what we consider the bounds of fair
play.

Sports, much like the practice of law, has its own rules
designed to ensure fair play and impose important limits on the
particular game at issue. One prime example is discussed in
"The Common Law Origins of the Infield Fly
Rule," 123 U. Pa. L. Rev. 1474 (1975). For attorneys
who lament some of the tactics that still stretch the bounds of
legal rules and regulations and are baseball aficionados, consider
the Official Rules of Major League Baseball ("MLB") Rule
7.08 "Retiring a Runner," and its inherent flexibility
and vulnerability. Our focus on the territorial limits to
jurisdiction recognized and applied by Bauman's holding
and due process reminds us about a recent article that discussed a
trick play in a high school championship game known as "The
Play That Broke Baseball," dubbed "Skunk in the Outfield." The play,
like consent to jurisdiction through registration, exceeded the
bounds of sportsmanship, but did not at the time technically break
the rules.

As always, we start with the applicable rule, in this case
Official MLB Rule 7.08, which proscribes the baseline for a runner.
According to Rule 7.08, any runner is out when:

(a)(1) He runs more than three feet away from his base path to
avoid being tagged unless his action is to avoid interference with
a fielder fielding a batted ball. A runner's base path is
established when the tag attempt occurs and is a straight line from
the runner to the base he is attempting to reach safely; or

(2) after touching first base, he leaves the base path,
obviously abandoning his effort to touch the next base.

MLB Rule 7.08. The key portion of the rule is the second
sentence of subsection (a)(1), which sets the base path, which is
"established when the tag attempt occurs and is a straight
line from the runner to the base he is attempting to reach
safely." Thus, there is no base path if no player
is attempting to tag the runner, who can go anywhere – even
into the outfield – which is precisely what happened in Skunk
In The Outfield ("Skunk"). The above referenced
article provides a fascinating depiction of the entire play, which
took 2 minutes and 32 seconds, an eternity for a baseball
play. For instance, a very fast runner can traverse the 90
feet from home plate to first base in under 4 seconds, and circle the bases on a home run in fewer than in 14. Even the
longest plays, such as a rundown (when a runner becomes trapped
between two bases) typically lasts less than 20 seconds. Of
course, the games themselves may take upwards of four hours,
especially in the American League, which includes the unfortunate
Designated Hitter rule.

But back to the play. The team that unleashed Skunk did so
in order to entice the defense into a rundown with base runners at
the first and third, in order to steal a run, by allowing the
runner on third to score during the confusion. The problem
with Skunk is that the rules allow it, and while Skunk would never
happen in MLB, the exploitation of the rule in a state championship
game denigrated the game, caused both teams to spend an extremely
long, frustrating amount of time on the maneuver, raised the ire of
players, officials and spectators, and ultimately, failed to
work. This begs the question whether, even if such a ploy is
not against the rules, should it be prohibited by something else,
such as fundamental fairness?

The same can be said about general jurisdiction by consent
through registration, many large corporations conducting business
throughout the country register in all 50 states. A
century-old Supreme Court case, Pennsylvania Fire Insurance Co.
v. Gold Issue Mining & Milling Co., 243 U.S. 93 (1917),
allowed general jurisdiction by consent under the old in rem-based
jurisdictional standards that were overturned beginning with
International Shoe Co. v. Washington, 326 U.S. 310, 316
(1945) (overruling Pennoyer v. Neff, 95 U.S. 714
(1878)). Since large corporations have to be registered to do
business in every state, allowing jurisdiction by consent under
Pennsylvania Fire would result in their being subject to
suit everywhere for anything – a jurisdictional skunk theory
that would permit, under a different name, precisely what
Bauman rejected. As Bauman itself cautioned,
cases "decided in the era dominated by Pennoyer's
territorial thinking . . . should not attract heavy
reliance today." 134 S. Ct. at 761 n.18.

As we
discussed at length, the Second Circuit succinctly explained
why the general jurisdiction by consent theory is a skunk in
Brown v. Lockheed-Martin Corp., in holding that
Bauman precluded a nonresident corporation's business
registration from ipso facto equating to general
jurisdiction:

If mere registration and the accompanying appointment of an in
state agent − without an express consent to general
jurisdiction − nonetheless sufficed to confer general
jurisdiction by implicit consent, every corporation would
be subject to general jurisdiction in every state in which it
registered, and [Bauman's] ruling would be robbed of meaning by
a back‐door thief.

814 F.3d 619, 640 (2d Cir. 2016) (applying Connecticut law)
(emphasis added). Brown crystallized one of the
problems with both consent by registration and Skunk In The
Outfield – each represents an attempt to gain an advantage on
the other side by exploiting the system. However, even the
team that utilized Skunk became embarrassed over the play, as the
crowd became derisive, the play ultimately accomplished nothing,
and even the coach who called the play never used it again.
In other words, sometimes, the ability to take a particular action
may not explicitly break the rules, but nonetheless should be
prohibited. That is the reason most states have declined to
allow general jurisdiction are merely by a defendant's
registration to do business in a given forum.

Attorneys on the other side of the "v.," however,
haven't been as easily embarrassedas baseball players.

Thus, a lot of law exists on the concept of jurisdiction by
consent. We have a cheat sheet collecting the favorable cases
here. Overall, the vast majority of states – 38
(plus DC and VI) – have rejected the theory that a
nonresident defendant may be subject to general jurisdiction simply
by registering to conduct business through judicial decision or by
statute, while in only 4 (Iowa, Minnesota, Nebraska, Pennsylvania)
does current precedent continue to support that suspect argument,
with the outcome being unclear in the other 8 (Alabama, Georgia,
Hawaii, Kansas, Kentucky, New Hampshire, Tennessee, Virginia, and
Wyoming). Notably, the highest courts in California,
Colorado, Delaware, Illinois, Maryland, Michigan, Missouri, New
Mexico, Nevada, North Carolina, Ohio, Oregon, and Wisconsin have
rejected such arguments, with seven of those occurring
post-Bauman.

The overwhelming number of state and federal decisions issued
after Bauman, which we have tracked
here, shows an unmistakable trend against subjecting a
nonresident defendant to a state's general jurisdiction through
registration for business. In other words, although the
Supreme Court has yet to issue the final verdict on this subject,
things are moving in the right direction with more courts slamming
the back door on the would be thief, and exterminating any
potential "Skunk In The Outfield."

Alabama

Neither Alabama's corporate registration statutory
framework, nor its cases, provide a clear answer on this
issue. See, e.g. Ala. Code § 10A-1-5.31.
However, a pre-Bauman district court opinion suggested
that general jurisdiction based solely on consent through
registration was sufficient. Johnston v.
Foster-Wheeler Constructors, Inc., 158 F.R.D. 496, 501 (M.D.
Ala. 1994). A post-Bauman case disagrees. Roper v.
CNU of Alabama, 2017 WL 3334876, at *2 (N.D. Ala. Aug. 4, 2017)
(being "registered to do business in Alabama . . .
alone is insufficient for the court to exercise general
jurisdiction"). It's hard to say how Alabama law
comes down on this issue.

Alaska

Alaska's registration statute provides no guidance on in
this issue, and the cases are mostly unhelpful. However, in
Stephenson v. Duriron Co., 401 P.2d 423 (Alaska 1965), the
court suggested that a prior version of the registration statute
required a nonresident defendant to register to conduct business
but did not "purport to define those activities which may
subject a foreign corporation" to the jurisdiction of Alaska
courts. Id. at 424. Thus, transacting
business alone likely does not suffice for consent in Alaska.

Arizona

In Arizona, a post-Bauman appellate court decision held
that registration to do business does not subject a foreign
jurisdiction to general jurisdiction "either by prescription
or consent," because the defendant cannot "fairly
. . . waive its due process rights when . . .
the statute[]" provides no such notice. Wal-Mart
Stores, Inc. v. Lemaire, 395 P.3d 1116, 1119 (Ariz. App. 2017);
but seeBohreer v. Erie Insurance Exchange, 165
P.3d 186, 187-92 (Ariz. App. 2007) (upholding general jurisdiction
without minimum contacts and stating consent-by-registration
satisfies due the process; "agree[ing]" with now
overruled (see Delaware) Sternberg
decision). Lemaire declined to overrule
Bohreer, but the former post-dates Bauman, it is the
more current and more likely approach that Arizona's Supreme
Court would follow.

Arkansas

The Arkansas Code explicitly provides that "[t]he
appointment or maintenance in this state of a registered agent does
not by itself create the basis for personal jurisdiction over the
represented entity in this state." Ark. Code Ann. §
4-20-115. See alsoPearrow v. National Life &
Accident Insurance Co., 703 F.2d 1067, 1069 (8th Cir. 1983)
(appointment of an agent for service of process does not create
general personal jurisdiction) (applying Arkansas law); Antoon
v. Securus Technologies, Inc., 2017 WL 2124466, at *3 (W.D.
Ark. May 15, 2017) ("express" statutory limitation
precludes general jurisdiction by consent, because "an
exception that is so large as to swallow the rule here would [not]
be a natural or fair reading of these statutes"); but
seeBasham v. American National County Mutual Insurance
Co., 2015 WL 1034186, at *4 (W.D. Ark. March 10, 2015)
(allowing general jurisdiction by consent under Knowlton
(see Minnesota). Arkansas seems solid against
general jurisdiction by consent.

California

In California, consent to jurisdiction through registration to
do business equates to consent to service of process only, but has
no consequence for personal jurisdiction. See, e.g.Bristol-Myers Squibb Co. v. Superior Court, 377 P.3d 874,
884 (Cal. 2016) ("a corporation's appointment of an agent
for service of process, when required by state law, cannot compel
its surrender to general jurisdiction for disputes unrelated to its
California transactions"), overruled on other grounds,
___ U.S. ___, 137 S. Ct. 1773 (2017). See alsoDVI, Inc. v. Superior Court, 128 Cal. Rptr.2d 683, 694 (Cal.
App. 2002) ("designation of an agent for service of process
and qualification to do business in California alone are
insufficient to permit general jurisdiction")
(pre-Bauman); Gray Line Tours v. Reynolds Electric. &
Engineering Co., 238 Cal. Rptr. 419, 421 (Cal. App. 1987)
(same); Am Trust v. UBS AG, 681 Fed.Appx. 587, 589 (9th Cir.
2017) (affirming dismissal, consent to jurisdiction not required of
corporations registering to do business); L.A. Gem & Jewelry
Design, Inc. v. Ecommerce Innovations, LLC, 2017 WL 1535084, at
*5 (C.D. Cal. April 27, 2017) ("Designation of an agent for
service of process in California, alone, is not enough to show
general jurisdiction."); Lindora, LLC v. Isagenix
International, LLC, 198 F. Supp.3d 1127, 1136-37 (S.D. Cal.
2016) (no general personal jurisdiction despite defendant
registered to do business in California); American Insurance Co.
v. R&Q Reinsurance Co., 2016 WL 5930589, at *2 (N.D. Cal.
Oct. 12, 2016) (same); Angelini Metal Works Co. v. Hubbard Iron
Doors, Inc., 2016 WL 6304476, at *3 (C.D. Cal. Jan. 5, 2016)
(same); Freeney v. Bank of America Corp., 2015 WL 12535021,
at *41 (C.D. Cal. Nov. 19, 2015) (rejecting general jurisdiction
based on registration or appointment of agent for service of
process); Henderson v. United Student Aid Funds, Inc., 2015
WL 12658485, at *4 (S.D. Cal. April 8, 2015) (no general personal
jurisdiction despite defendant registered to do business in
California); Overhill Farms Inc. v. West Liberty Foods LLC,
2014 WL 4180920, at *4 (C.D. Cal. Aug. 21, 2014) ("while it is
relevant that Defendant may be registered to do business and has
designated an agent for service of process in California, these
acts alone are insufficient to support a finding of general
jurisdiction").

Delaware

The Delaware Supreme Court was one first post-Bauman
state high courts to foreclose any argument that a nonresident
Corporation could be subjected to general jurisdiction merely by
registering to do business. Genuine Parts Co. v.
Cepec, 137 A.3d 123 (Del. 2016). Cepec held that
Delaware's registration statute "as requiring a foreign
corporation to allow service of process to be made upon it in a
convenient way in proper cases, but not as a consent to general
jurisdiction," in accordance with Bauman and
"common sense." Id. at 142-43.
Prior, contrary precedent was overruled. Id. at
141-42 (rejecting Sternberg v. O'Neil, 550 A.2d 1105,
1108-12 (Del. 1988), and Continental Casualty Co. v. American
Home Assurance Co., 61 F. Supp.2d 128, 12930 (D. Del. 1999)).
SeeAstraZeneca AB v. Mylan Pharmaceuticals, Inc.,
72 F. Supp. 3d 549, 556 (D. Del. 2014) ("compliance with
Delaware's registration statutes . . . cannot
constitute consent to jurisdiction"), aff'd on other
grounds, 817 F.3d 755 (Fed. Cir. 2016).

District of Columbia

The current District of Columbia statute provides that
"[t]he designation or maintenance in the District of a
registered agent shall not by itself create the basis for personal
jurisdiction." D.C. Code §29-104.02
(2013). SeeFreedman v. Suntrust Banks,
Inc., 139 F. Supp.3d 271, 279-80 (D.D.C. 2015) (general
jurisdiction based on registration and agent for service of process
"explicitly foreclose[d]" by Bauman because it
would subject defendant to jurisdiction in multiple fora; prior
precedent no longer valid); Kuennen v. Stryker Corp., 2013
WL 5873277, at *4 (W.D. Va. Oct. 30, 2013) (a defendant's
"business certificate and appointed agent . . . are
not independent support for general jurisdiction − the
principles of due process require a firmer foundation than mere
compliance with state domestication statutes") (applying
District of Columbia law). Under a prior statute, In re
FTC Corp. Patterns Report Litigation, 432 F. Supp. 274, 286
(D.D.C. 1977), allowed mere service on a registered agent to invoke
general jurisdiction, although modern terminology was not
used. Under the current D.C. statute, that doesn't
happen.

Florida

In Magwitch, LLC v. Pusser's West Indies Ltd., 200
So. 3d 216 (Fla. App. 2016), the court was "not
persuaded" that registration to business was a basis for
general personal jurisdiction, holding that "Pennsylvania
Fire has yielded to the two-prong analysis for long-arm
jurisdiction set forth in recent decades by the Supreme
Court." Id. at 218. AccordRizack v. Signature Bank, N.A., 2017 WL 5197917, at *3-4
(Fla. Cir. March 20, 2017) (following Sofrar).
Likewise, federal courts both pre- and post-Bauman
have repeatedly declined to rule that registration and appointment
of an agent for service is a valid basis for general jurisdiction
over a nonresident defendant. See, e.g.,
Consolidated Development Corp. v. Sherritt, Inc., 216 F.3d
1286, 1293 (11th Cir. 2000) ("Courts of appeals that have
addressed this issue have rejected the argument that appointing a
registered agent is sufficient to establish general personal
jurisdiction over a corporation"); Hinkle v. Continental
Motors, Inc., 2017 WL 3333120, at *10 (M.D. Fla. July 21, 2017)
(being "registered to do business here . . . alone
is insufficient to confer jurisdiction"); PHD@Western, LLC
v. Rudolf Construction Partners, LLC, 2016 WL 5661637, at *4
(S.D. Fla. Sept. 30, 2016) (rejecting registration as basis for
general jurisdiction); Erwin v. Ford Motor Co., 2016 WL
7655398, at *12 (M.D. Fla. Aug. 31, 2016) (consent through
registration does not warrant "exercise of jurisdiction
[because it fails to] . . . satisfy the Due Process Clause");
Evans v. Andy & Evan Industries, Inc., 2016 WL 8787062,
at *3 (S.D. Fla. July 15, 2016) (registration to do business, even
with other contacts, insufficient to support general jurisdiction);
Royal Acquisitions 001, LLC v. Ansur America Insurance Co.,
2015 WL 1437689, at *4 (S.D. Fla. March 27, 2015) (registration to
do business and appointment of a registered agent "are not so
continuous and systematic as to render Defendant essentially at
home"); Recao v. Bell Helicopter Textron, Inc., 2014 WL
12595302, at *4 (S.D. Fla. Sept. 23, 2014) (rejecting both
registration and agent for service as basis for general
jurisdiction); Mio, LLC v. Valentino's, Inc., 2013 WL
3364392, at *6 (M.D. Fla. July 3, 2013) (an "agent to accept
service of process . . ., standing alone, does not meet
the general jurisdiction requirement"); In re Farmland
Industries, Inc., 2007 WL 7694308, at *12 (M.D. Fla. March 30,
2007) ("agree[ing] with those cases holding that registering
to do business and appointing a registered agent in the state of
Florida, without more, does not subject a foreign corporation to
the general personal jurisdiction of the state for any and all
unrelated actions"); Sofrar, S.A. v. Graham Engineering
Corp., 35 F. Supp.2d 919, 919 (S.D. Fla. 1999) ("personal
jurisdiction over a corporate defendant cannot be found on the
basis of a defendant's registration to do business in the state
and designation of a corporate agent alone"). Florida
looks solid.

Georgia

Georgia's registration statute provides no indication that
registration affects jurisdiction one way or another; nor are there
relevant state cases. However, pre-Bauman federal
district courts in Georgia were inconsistent. Moore
v. McKibbon Brothers, 41 F. Supp.2d 1350, 1354 (N.D. Ga. 1998),
considered registration as one factor of a minimum contact
analysis, rather than as consent to jurisdiction in and of
itself. Contrarily, Wheeling Corrugating Co. v. Universal
Const. Co., 571 F. Supp. 487, 488 (N.D. Ga. 1983), upheld
general jurisdiction based on registration to do business as
consent, relying on pre-International Shoe precedents, and
based largely on defendant's failure to support its opposition
to jurisdiction with any evidence. Id. We
can't give you a good handle on Georgia.

Hawaii

Hawaii is another state that has not adopted a position on the
issue of consent to jurisdiction through registration to do
business, either by statute or case law. Hawaii's
registration statute, Haw. Rev. Stat. § 414-437, is silent as
to jurisdiction. Another state that appears up for grabs.

Idaho

Idaho's statute provides that appointment of a registered
agent has no effect on jurisdiction or venue. Idaho Code
§ 30-21-414 (2015). A federal district court similarly
ruled that the presence of a registered agent alone is insufficient
for general jurisdiction over a nonresident
corporation. Strickland v. Bae Systems Tactical
Vehicle Systems, LP, 2013 WL 2554671 (D. Idaho June 10, 2013)
("the fact that both corporations have registered agents in
Idaho, standing alone, is not enough to establish general
jurisdiction over the corporations"). We should be all
right in Idaho.

Illinois

In another post-Bauman decision, the Illinois Supreme
Court held that Illinois's statute did not "require
foreign corporations to consent to general jurisdiction as a
condition of doing business ..., nor [did] they indicate that, by
registering ... or appointing a registered agent, a corporation
waives any due process limitations." American
Insurance Co. v. Interstate Warehousing, Inc., ___ N.E.3d ___,
2017 WL 4173349, at *5 (Ill. Sept. 21, 2017). SeeAlderson v. Southern Co., 747 N.E.2d 926, 944 (Ill. App.
2001) ("designation of an Illinois registered agent is not an
independently determinative factor" in jurisdictional
analysis).

Indiana

Indiana courts, even prior to Bauman, rejected general
jurisdiction based only on a foreign corporation's consent by
registering to do business. Wilson v. Humphreys
(Cayman) Ltd., 916 F.2d 1239, 1245 (7th Cir. 1990) (discussing
consent-by-registration and holding that "ordinarily,
registration, standing alone, will not satisfy due process")
(applying Indiana law); United States Bank National Ass'n v.
Bank of America, N.A., 2016 WL 5118298, at *7-8 & n.4
(S.D.N.Y. Sept. 20, 2016) (defendant "had not waived its right
to object to the exercise of personal jurisdiction by registering
to do business in Indiana and designating an agent for service of
process in Indiana") (applying Indiana law); Garcia v. LQ
Properties, Inc., 2016 WL 3384644, at *3 (N.D. Ind. June 20,
2016) (registration to do business, even with other contacts,
insufficient to support general jurisdiction); United States
Bank National Ass'n v. Bank of America, N.A., 2015 WL
5971126, at *6 (S.D. Ind. Oct. 14, 2015) ("Merely registering
to do business in Indiana, though a necessary precursor to engaging
in business activities in the state, does not establish personal
jurisdiction over a corporation."); McManaway v. KBR,
Inc., 695 F. Supp.2d 883, 895 (S.D. Ind. 2010) (following
Wilson; pre-Bauman). Indiana looks safe.

Iowa

A post-Bauman Iowa federal district court allowed general
jurisdiction via consent. Spanier v. American Pop
Corn Co., 2016 WL 1465400 (N.D. Iowa April 14, 2016). The
court considered itself bound by the adverse,
pre-BaumanKnowlton decision
(see Minnesota). 2016 WL 1465400, at *4 (consent by
registration was a valid "means of exercising general
jurisdiction" under Knowlton, which held "that
consent by registration is a sufficient condition for the exercise
of personal jurisdiction, which does not require a due process
analysis"). See alsoDaughetee v. CHR
Hansen, Inc., 2011 WL 1113868, at *7 (N.D. Iowa March 25, 2011)
(following Knowlton). Right now, Iowa is on the
pro-consent side.

Kentucky

The issue of consent-based jurisdiction through registration to
do business or designation of an agent is uncertain in Kentucky,
because the statute provides no guidance, and no relevant cases
have addressed this topic. Ky. Rev. Stat. Ann.
§§14A.4-010 (2012). This absence of precedent may
arise from the Kentucky Supreme Court's limitation the
Commonwealth's Long-Arm statute (which does not extend to
maximum constitutional due process limits) so that "even when
the defendant's conduct and activities fall within one of the
enumerated [Kentucky-related] categories, the plaintiff's claim
still must 'arise' from that conduct or
activity," Caesars Riverboat Casino, LLC v. Beach,
336 S.W.3d 51, 56 (Ky. 2011), which therefore would seem to permit
only specific jurisdiction. We're leaving Kentucky in the
uncertain category, though.

Louisiana

Louisiana state and federal courts, both before and after
Bauman, have rejected general jurisdiction on a consent by
registration basis. See, e.g.,
Firefighters' Retirement System v. Royal Bank of Scotland
PLC, 2017 WL 3381227, at *4 n.41(M.D. La. Aug. 4, 2017)
("being registered as a foreign corporation with the Louisiana
Secretary of State's office is not enough to establish general
personal jurisdiction"); Nationwide Signs, LLC v. National
Signs, LLC, 2017 WL 2911577, at *3 (E.D. La. July 7, 2017)
("the presence of a registered agent and registered business
office is insufficient to support the exercise of general
jurisdiction"); Mercury Rents, Inc. v. Crenshaw Enterprises
Ltd., 2017 WL 2382483, at *1-2 (W.D. La. May 30, 2017)
("registering to do business in a forum State does not
establish general jurisdiction"); Gulf Coast Bank v.
Designed Conveyor Systems, LLC, 2017 WL 120645, at *7 (M.D. La.
Jan. 12, 2017) (no consent to jurisdiction through registration,
and because interpreting a registration statute as providing
consent to general jurisdiction would "rob [Bauman] of
its central meaning"); J.A.H. Enterprises, Inc. v. BLH
Equipment, LLC, 2016 WL 7015688, at *4 (Mag. M.D. La. Oct. 24,
2016) ("Maintaining a license in a state does not
necessarily mean that the state has general jurisdiction over the
licensed individual."), adopted, 2016 WL 7031288
(M.D. La. Nov. 30, 2016); Gulf Coast Bank & Trust Co. v.
Designed Conveyor Systems, LLC, 2016 WL 4939113, at *3 (M.D.
La. Sept. 14, 2016) ("that an entity is registered to do
business in a forum State and maintains an agent for service of
process in a forum State is insufficient to establish general
jurisdiction"); Sciortino v. CMG Capital Management Group.,
Inc., 2016 WL 4799099, at *3 (E.D. La. Sept. 14, 2016) (state
registration to sell securities does not support general
jurisdiction); Firefighters' Retirement System v. Royal Bank
of Scotland, PLC, 2016 WL 1254366, at *5 (M.D. La. March 29,
2016) ("Fifth Circuit precedent has consistently held that
being qualified to do business in a state and the appointment of a
registered agent for service alone cannot support the exercise of
general jurisdiction. Such precedent is further strengthened
post-Daimler."); Long v. Patton Hospitality
Management, LLC, 2016 WL 760780, at *4-6 (E.D. La. Feb. 26,
2016) (contacts including registering to do business and
maintaining a registered agent for service insufficient to
establish general personal jurisdiction); Louisiana Limestone
& Logistics, LLC v. Granite Group, 2014 WL 1217956, at *5
(W.D. La. Feb. 28, 2014) ("[Plaintiff] contends that this
Court may exercise general jurisdiction over [defendant] because
[defendant] registered with the Louisiana Secretary of
State. . . . However, [plaintiff's]
position is not consistent with Fifth Circuit precedent holding
that the presence of the registered agent and registered business
office alone is insufficient to support the exercise of general
jurisdiction."); Crochet v. Wal-Mart Stores, Inc., 2012
WL 489204, at *4 (W.D. La. Feb. 13, 2012) (no jurisdiction where a
defendant's "only contacts with Louisiana are its
registration with the Louisiana Secretary of State to do business
and its appointment of an agent for service of process");
DNH, LLC v. In-N-Out Burgers, 381 F .Supp.2d 559, 565 (E.D.
La. 2005) ("Qualifying to do business in a state and
appointing an agent for service of process there do not
. . . sustain an assertion of general
jurisdiction"); Lyons v. Swift Transportation Co., 2001
WL 1153001, at *6-7 (E.D. La. Sept. 26, 2001) ("regardless of
the existence of an agent for service of process, the exercise of
personal jurisdiction over a non-resident defendant must
nevertheless comport with the principles of due
process"). See alsoTaylor v.
Arellano, 928 So.2d 55, 58-60 (La. App. 2005) (nonresident
corporation was not subject to general jurisdiction based on
designation of agent for service, because there were not sufficient
contact to satisfy due process, and narrowly construing Phillips
Petroleum Co. v. OKC Ltd. Partnership, 634 So.2d 1186, 1187
(La. 1994), which contained dicta that could be read as
supportive of general jurisdiction through consent).

Maine

Maine's registration statute provides that "[t]he
appointment or maintenance in this State of a clerk or registered
agent does not by itself create the basis for personal
jurisdiction" in Maine courts. Me. Rev. Stat. Ann.
tit. 5, § 115 (2013). In Sandstrom v. ChemLawn
Corp., 904 F.2d 83 (1st Cir. 1990) (applying Maine law), merely
being licensed to do business in Maine and having a agent for
service of process was neither "actually doing business"
nor "continuous and substantial" business activity that
would allow general personal jurisdiction. Id. at
89. Down East looks solid.

Maryland

The statutory framework eliminates consent through registration
as a basis for general jurisdiction. See Md.
Code Ann., Corps. & Ass'ns §7-101 ("[w]ith
respect to any cause of action on which a foreign corporation would
not otherwise be subject to suit in this State, compliance with
[the registration statute] ..." neither renders a foreign
corporation "subject to suit" nor is considered
"consent by it to be sued" in Maryland.) (2014).
Maryland courts similarly reject general jurisdiction simply
as a matter of registration to do business or appointment of an
agent. See, e.g., Republic Properties Corp.
v. Mission West Properties, LP, 895 A.2d 1006, 1022 (Md. 2006)
("service of process within Maryland upon the resident agent
of a domestic corporate general partner of a foreign limited
partnership does not confer, by itself, personal jurisdiction over
the foreign limited partnership," calling into question the
viability of Pennsylvania Fire); Goodyear Tire &
Rubber Co. v. Ruby, 540 A.2d 482, 487 (Md. 1988) (presence of
the agent for service "would not alone be sufficient to
subject [defendant] to suit here"); Advanced Datacomm
Testing Corp. v. PDIO, Inc., 2009 WL 2477559, at *8 (D. Md.
Aug. 11, 2009) (due process precludes basing general jurisdiction
on nothing more than registration/agent for service of process);
Tyler v. Gaines Motor Lines, Inc., 245 F. Supp.2d 730, 732
(D. Md. 2003) ("reject[ing] the notion that appointing a
registered agent is sufficient to establish general personal
jurisdiction over a corporation"). Maryland looks
good.

Massachusetts

The Massachusetts registration statute is silent on the issue of
consent to jurisdiction over registration for appointment of an
agent. Federal precedent recognizes that where a
"defendant has registered as a foreign corporation to do
business in Massachusetts and has named a registered agent for
service of process . . . such activities, standing alone,
are not enough to confer general personal jurisdiction."
Fiske v. Sandvik Mining & Construction USA, LLC, 540 F.
Supp.2d 250, 256 (D. Mass. 2008) (following Sandstrom
(see Maine). They do, however, "add some modest
weight to the jurisdictional analysis. Id.accordGrice v. VIM Holdings Group, LLC, 2017 WL 6210891, at *4, 10
(D. Mass. Dec. 8, 2017) (no general jurisdiction; finding
registration relevant to specific jurisdiction post-Bauman);
Cossart v. United Excel Corp., 2014 WL 4927041, at *2 (D.
Mass. Sept. 30, 2014) ("Registration . . . cannot
satisfy general jurisdiction's requirement of systematic and
continuous activity."), rev'd on other grounds, 804
F.3d 13 (1st Cir. 2015) (specific jurisdiction). However, a
Massachusetts state trial decision, citing Pennsylvania
Fire, and similar cases, includes extensive dicta
suggesting that consent by registration was a valid exercise of
general jurisdiction. Galvin v. Jaffe, 2009 WL
884605, at *6-11 (Mass. Super. Jan. 26, 2009) (defendant was
individual corporate officer consent-by-registration of corporate
entities as a basis for general jurisdiction also discussed).
Despite that discordant note, Massachusetts seems favorable.

Michigan

The Michigan Supreme Court held decades ago that "admission
of defendant to carry on business in this State . . .
gave to it the status of a domestic corporation . . .,
but did not extend its liability to be sued" on any and all
claims. Renfroe v. Nichols Wire & Aluminum
Co., 83 N.W.2d 590, 594 (Mich. 1957). Michigan federal
courts have followed. Asphalt v. Bagela Baumaschinen
GmbH & Co. KG, 2017 WL 1177455, at *4 & n.1 (E.D. Mich.
March 30, 2017) ("numerous courts have determined that parties
do not consent to general jurisdiction by registering to do
business in the state of Michigan, without more"); Magna
Powertrain De Mexico S.A. De C.V. v. Momentive Performance
Materials USA LLC, 192 F. Supp.3d 824, 830 (E.D. Mich. June 16,
2016) ("Michigan courts have rejected the idea that the
registration statutes allow an inference of consent to general
personal jurisdiction"). Michigan is solid.

Minnesota

Minnesota is one of the few states in which appointment of an
agent has been enough to constitute consent to general
jurisdiction. The appellate cases so holding are
pre-Bauman, and have not been reconsidered
since. SeeRykoff-Sexton, Inc. v. American
Appraisal Assoc., Inc., 469 N.W.2d 88, 90 (Minn. 1991)
("[o]nce the defendant has appointed an agent for service of
process . . . personal jurisdiction pursuant to the
consent of the defendant does not invoke constitutional or long arm
statutory analysis"); Knowlton v. Allied Van Lines,
Inc., 900 F.2d 1196, 1200 (8th Cir. 1990) ("appointment of
an agent for service of process . . . gives consent to
the jurisdiction of Minnesota courts for any cause of action,
whether or not arising out of activities within the state")
(applying Minnesota law). Neither case conducted a due
process analysis. Ally Bank v. Lenox Financial
Mortgage Corp., 2017 WL 830391 (D. Minn. March 2, 2017), upheld
consent through a registration as valid form of general
jurisdiction, following Knowlton, and distinguishing
Bauman as "address[ing] the limits of general
jurisdiction over a foreign corporation, not the limits of a
defendant's capacity to consent to personal
jurisdiction." Id. at *3. For other
Minnesota post-Bauman applications of jurisdiction by
consent under Knowltonsee: Ritchie Capital
Management, Ltd. v. Costco Wholesale Corp., 2017 WL 4990520, at
*2 (D. Minn. Oct. 30, 2017); Edmondson v. BNSF Railway Co.,
2015 WL 10528453, at *3-4 (Minn. Dist. May 12,
2015). Cf.McGill v. Conwed Corp., 2017 WL
4534827, at *8 (D. Minn. Oct. 10, 2017) (no general jurisdiction
where corporate registration was revoked). Minnesota is solid
the other way.

Montana

In Montana, "[t]he appointment or maintenance in this state
of a registered agent does not by itself create the basis for
personal jurisdiction over the represented entity in the
state." Mont. Code Ann. §35-7-105. There are
few court decisions, but the Ninth Circuit declined to permit
consent through registration. King v. American Family
Mutual Insurance Co., 632 F.3d 570, 579 (9th Cir. 2011) (where
the nonresident defendant's "sole contacts" work
"Certificates of Authorization and . . . an agent
for service of process" it could not support general
jurisdiction) (applying Montana law). The Supreme Court's
reversal of Montana's adverse general jurisdiction decision in
BNSF Railway Co. v. Tyrrell, 137 S. Ct. 1549 (2017),
expressly declined to discuss jurisdiction by consent, because the
Montana Supreme Court had not addressed that issue. With the
statute and the Ninth Circuit, Montana is looking all right on
this.

Nebraska

Under Nebraska law, "[b]y designating an agent upon whom
process may be served within [the] state, a defendant has consented
to the jurisdiction in personam by the proper
court." Mittelstadt v. Rouzer, 328 N.W.2d
467, 469 (Neb. 1982); see alsoYtuarte v. Gruner &
Jahr Printing & Publishing Co., 935 F.2d 971, 973 (8th Cir.
1991) (appointment of an agent for service of process by corporate
defendants gives consent to the jurisdiction of a state's
courts for any cause of action, whether or not arising out of
activities within the state) (applying Nebraska law).
Decisions after Bauman have not retreated from this type of
consent-based jurisdiction, despite the Supreme Court's
curtailment of general jurisdiction. See, e.g.,
Consolidated Infrastructure Group, Inc. v. USIC, LLC, 2017
WL2222917, at *7 (D. Neb. May 18, 2017) ("[o]ne of the most
solidly established ways of giving . . . consent [to
general jurisdiction] is to designate an agent for service of
process within the State"; citing Knowlton
(see Minnesota)); Perrigo Co. v. Merial Ltd., 2015
WL 1538088, at *7 (D. Neb. April 7, 2015) (allowing general
jurisdiction based on consent through registration). Nebraska
is another state firmly in the expansive jurisdiction category.

Nevada

Nevada's Supreme Court has held that a foreign
corporation's compliance with the state's
registration statute does not "in itself subject a nonresident
. . . company to the personal jurisdiction of Nevada
Courts." Freeman v. Second Judicial Dist.
Court, 1 P.3d 963, 968 (Nev. 2000) ( "[o]ther courts and
legal scholars have agreed that the mere act of appointing an agent
to receive service of process, by itself, does not subject a
non-resident corporation to general
jurisdiction"). AccordHunt v.
Auto-Owners Insurance Co., 2015 WL 3626579, *5 n.2 (D. Nev.
June 10, 2015) ("corporate licensure and amenability to
service of process "in Nevada does not establish personal
jurisdiction"). Nevada is solid.

New Hampshire

New Hampshire's registration statute does not indicate that
a nonresident defendant's compliance results in its consent to
general jurisdiction. The First Circuit has held that
"[c]orporate registration in New Hampshire adds some weight to
the jurisdictional analysis, but it is not alone sufficient to
confer general jurisdiction." Cossaboon v. Maine Medical
Center, 600 F.3d 25, 37 (1st Cir. 2010) (applying New Hampshire
law). Cossaboom did not even mention Holloway
v. Wright & Morrissey, Inc., 739 F.2d 695 (1st Cir. 1984),
which in an entirely non-constitutional analysis interpreted New
Hampshire's statute, at least for litigation "causally
connected" to New Hampshire, registration constituted
"consent[] to jurisdiction." Id. at
699. Holloway is best interpreted as a specific
jurisdiction case, as it refused to rule on whether registration
"would authorize a suit on a cause of action that has no
relationship to the state of New
Hampshire." Id. Although there is that
old case, we put New Hampshire in the anti-consent majority.

Unless and until the New Jersey Supreme Court messes things up,
New Jersey now looks strong against jurisdiction by consent.

New Mexico

According to the New Mexico Supreme court "[w]hile
designation of an agent for service of process may confer power on
a state to exercise its jurisdiction, it does not automatically do
so." Page & Wirtz Construction Co. v. C
& G Prestressed Concrete, 108 N.M. 375, 377, 772 P.2d 1298,
1300 (N.M. 1989). The Tenth Circuit has reached a similar
result. Budde v. Ling-Temco-Vought, Inc., 511 F.2d 1033,
1036 (10th Cir. 1975) (applying New Mexico law). But
seeWerner v. Wal-Mart Stores, Inc., 861 P.2d 270,
272-73 (N.M. App. 1993) (interpreting registrations statutes and
concluding that "without an express limitation, the
legislature intended [New Mexico's registration statute] to
apply to any claims against a foreign corporation with a registered
agent in New Mexico," and ruling that due process analysis was
not necessary, citing Knowlton, 900 F.2d at 1200
(see Minnesota); Fireman's Fund Insurance Co. v.
Thyssen Mining Construction of Canada, Ltd., 2011 WL 13085934,
at *2-3 (D.N.M. July 29, 2011), rev'd in part and on other
grounds, 703 F.3d 488 (10th Cir. 2012) (following
Werner in preference to Budde). With the New
Mexico supreme Court on our side, we'll put this one in the
majority, too.

New York

Many years before Bauman, back in the days of
Pennsylvania Fire, the New York Court of Appeals allowed
general jurisdiction by consent. Bagdon v.
Philadelphia & Reading Coal & Iron Co., 111 N.E. 1075
(N.Y. 1916). While Bagdon has not been overruled, a
distinct majority of New York state and federal cases have
recognized, since Bauman, that general jurisdiction can no
longer constitutionally be obtained by "consent"
amounting to nothing more than registration to do business in New
York. One of the more noteworthy cases is Minholz v.
Lockheed Martin Corp., 227 F. Supp.3d 249 (N.D.N.Y. 2016),
concluding after a lengthy discussion of conflicting precedents
– particularly Brown (see Connecticut)
− that general jurisdiction can no longer be created by
registration to do business. "[T]the Supreme Court's
shift in the general jurisdiction analysis over foreign
corporations from the 'minimum contacts' review described
in International Shoe to the more demanding 'essentially
at home' test enunciated in [Bauman] − suggests
that federal due process rights likely constrain an interpretation
that transforms a run-of-the-mill registration and appointment
statute into a corporate 'consent' to the exercise of
general jurisdiction." Id. at 264 (citations
and quotation marks omitted).

It's been a helluva fight, but right now New York looks
pretty firm, particularly in federal court.

North Carolina

Long ago, the North Carolina Supreme Court held that "the
casual presence of the corporate agent or even his conduct of
single or isolated activity in a state in the corporation's
behalf are not enough to subject it to suit on causes of action
unconnected with the activities there." Byham v. National
Cibo House Corp., 143 S.E.2d 225, 231 (N.C. 1965). Other
courts have refused to construe North Carolina's registration
statute – which does not discuss jurisdiction – as
authorizing jurisdiction on the basis of a foreign
corporation's registration alone. Sebastian v.
Davol, Inc., 2017 WL 3325744, at *11 (W.D.N.C. Aug. 3, 2017)
(North Carolina statute "contains no reference to jurisdiction
by consent"; finding "no decision − state or
federal − construing North Carolina's registration or
licensing statutes to extend personal jurisdiction over registered
businesses"); JPB Installers, LLC v. Dancker, Sellew &
Douglas, Inc., 2017 WL 2881142, at *4 (M.D.N.C. July 6, 2017)
("Long-standing precedent forecloses [plaintiff's]
argument that [defendant's] registration to do business in
North Carolina is sufficient to subject it to the general
jurisdiction of this Court."); Public Impact, LLC v. Boston
Consulting Group, Inc., 117 F. Supp.3d 732, 740 (M.D.N.C. 2015)
(there is "no decision − State or federal −
construing North Carolina's registration statute to extend
personal jurisdiction over registered businesses");
Thompson v. Mission Essential Personnel, LLC, 2013 WL
6058308, at *2 n. 1 (M.D.N.C. Nov. 14, 2013) ("registration to
do business in the state alone is not the deciding factor on which
jurisdiction should be determined"), adopted, 2014 WL
4745947 (M.D.N.C. Sept. 23, 2014). Rock solid.

North Dakota

The North Dakota statute expressly provides that registration
does not equate to consent to jurisdiction, stating that "[t]
appointment or maintenance in this state of a registered agent does
not by itself create the basis for personal jurisdiction over the
represented entity in this state." N.D. Cent.
Code§§10-01.1-15 (2012). Thus, "[m]ere
registration to transact business in North Dakota does not render
[defendant] subject to general jurisdiction in the state."
HomeRun Products, LLC v. Twin Towers Trading, Inc., 2017 WL
4293145, at *4 (D.N.D. Sept. 27, 2017). South Dakota looks
solid.

Ohio

Ohio State and federal courts have ruled that designating an
agent for service is insufficient to warrant consent to general
jurisdiction, notwithstanding due process. The Supreme Court
determined that, if Ohio were to treat the designation of an agent
for service of process as consent to general jurisdiction, that
would violate the Commerce Clause:

[A] designation with the Ohio Secretary of State of an agent for
the service of process [that] likely would have subjected
[defendant] to the general jurisdiction of Ohio courts over
transactions in which Ohio had no interest . . . is an
unreasonable burden on commerce.

Oregon

The Oregon Supreme Court granted a writ of mandate, reversed a
lower court's decision and held that a foreign
corporation's registration to do business did not "as a
matter of state law, the legislature did not intend that appointing
a registered agent . . . would constitute consent to the
jurisdiction of the Oregon courts." Figueroa v.
BNSF Railway Co., 390 P.3d 1019, 1022 (Or.
2017). Figueroa ruled that "appointing a
registered agent to receive service of process merely designates a
person upon whom process may be served," but "does not
constitute implied consent to the
jurisdiction." Id.See
alsoLanham v. Pilot Travel Centers, LLC, 2015 WL
5167268, at *11 (D. Or. Sept. 2, 2015) ("nothing in Oregon law
supports a conclusion that compliance with these statutes confers
general personal jurisdiction over a nonresident defendant for
conduct occurring outside Oregon"). Solid.

Pennsylvania

Pennsylvania is reputedly the only state in the nation with a
corporate registration statute specifically providing that a
nonresident corporation consents to "general
jurisdiction" by complying with the statute. 42 Pa.
Cons. Stat. Ann. §5301. Well before Bauman, the
Third Circuit interpreted compliance with this statute as consent
to suit on any cause of action and as per se sufficient to support
for general jurisdiction . Bane v. Netlink, Inc., 925 F.2d
637, 641 (3d Cir. 1991). Some Post-Bauman courts have
rejected registration to do business in Pennsylvania as a basis for
general jurisdiction. Antonini v. Ford Motor Co.,
2017 WL 3633287, at *2 n.2 (M.D. Pa. Aug. 23, 2017) (registration,
plus other contacts "more closely resemble those found
insufficient to establish general jurisdiction"); McCaffrey
v. Windsor at Windermere Ltd. Partnership, 2017 WL 1862326, at
*4 (E.D. Pa. May 8, 2017) (registration to do business insufficient
for general jurisdiction under Bauman); Spear v. Marriott
Hotel Services, Inc., 2016 WL 194071, at *2 (E.D. Pa. Jan. 15,
2016) (rejecting plaintiff's "reli[ance] solely on the
fact that defendants are registered to do business" in
Pennsylvania). However, most decisions applying
Pennsylvania law have continued to engage in what is now gross
jurisdictional overreach. Mendoza v. Electrolux Home
Products, Inc., 2017 WL 5010352, at *5 (E.D. Cal. Nov. 2, 2017)
(following Bors) (applying Pennsylvania law);
Plumbers' Local Union No. 690 Health Plan v. Apotex
Corp., 2017 WL 3129147, at *10-11 (E.D. Pa. July 24, 2017);
Hegna v. Smitty's Supply, Inc., 2017 WL 2563231, at *3-4
(E.D. Pa. June 13, 2017); Kukich v. Electrolux Home Products,
Inc., 2017 WL 345856, at *6 (D. Md. Jan. 24, 2017) (following
Bors) (applying Pennsylvania law); Bors v. Johnson &
Johnson, 208 F. Supp.3d 648, 653-55 (E.D. Pa.
2016). Cf.George v. A.W. Chesterton Co.,
2016 WL 4945331, at *3 (W.D. Pa. Sept. 16, 2016) (general
jurisdiction not created, even under Bane, by registration
after an alleged injury). As we have explained before, a state statute cannot trump
the due process requirements of the federal constitution, so
Pennsylvania's statute and the decisions applying it are of
doubtful constitutional validity. Although there are some
cracks, with the uniquely adverse statutory language, we're
leaving Pennsylvania in the pro-consent camp unless and until
something dramatic happens.

Rhode Island

Although no state court has adjudicated this issue, federal
courts have rejected this argument. North American
Catholic Education Programming Foundation, Inc. v. Cardinale,
567 F.3d 8, 16 n.6 (1st Cir. 2009) ("courts have consistently
held that the appointment of an agent of process alone does not
suffice to allow for the exercise of general
jurisdiction") (applying Rhode Island
law); Phoenix Insurance Co. v. Cincinnati Indemnity
Co., 2017 WL 3225924, at *4 (Mag. D.R.I. March 3, 2017)
(defendant's "license to transact insurance business in
Rhode Island and its designation of [a] Rhode Island
. . . agent to accept service of process do not tip the
balance in favor of asserting general jurisdiction"),
adopted, 2017 WL 2983879 (D.R.I. July 13, 2017);
Harrington v. C.H. Nickerson & Co., 2010 WL 3385034, at
*4 (D.R.I. Aug. 25, 2010) ("this Court will not presume that
Defendant consented to personal jurisdiction where there is no
indication that either the Rhode Island legislature, or Defendant
itself, intended that corporate registration would serve as consent
to personal jurisdiction in Rhode Island"). Rhode Island
is all right.

South Carolina

As long ago as 1971 the court in Ratliff v. Cooper
Laboratories, Inc., 444 F.2d 745 (4th Cir. 1971) (applying
South Carolina law), held that "the application to do business
and the appointment of an agent for service to fulfill a state law
requirement is of no special weight in" a general
jurisdictional context. See alsoYarborough
& Co. v. Schoolfield Furniture Industries, Inc., 268 S.E.2d
42, 44 (S.C. 1980) (corporate domestication statute conferred
jurisdiction only as "to causes of action arising directly
from the act relied upon to establish jurisdiction"). A
post-Bauman South Carolina court held that "even after
an effective service of process, personal jurisdiction must still
comport with due process," rejecting an argument that mere
service on a foreign corporation's appointed agent effectuated
personal jurisdiction. Gibson v. Confie Insurance
Group Holdings, Inc., 2017 WL 2936219, at *6 (D.S.C. July 10,
2017). SeeGracious Living Corp. v. Colucci
& Gallaher, PC, 216 F. Supp. 3d 662, 668 (D.S.C. 2016)
(service of defendant's statutory agent for service did not
create general personal jurisdiction); Gabrish v. Strickland
Marine Agency, Inc., 2005 WL 5168410 (S.C. Dist. Dec. 2, 2005)
(following Ratliff). Rock solid.

South Dakota

South Dakota's registration statute expressly mandates that
"[t]he appointment or maintenance in this state of a
registered agent does not by itself create the basis for personal
jurisdiction." S.D. Cod. L. §59-11-21 (2009).
This provision overruled a contrary federal court
decision. SeeSondergard v. Miles, Inc.,
985 F.2d 1389, 1391 (8th Cir. 1993) (applying South Dakota
law). On the strength of the statute, we think South Dakota
will be all right.

Tennessee

Tennessee state courts "historically" allowed consent
on the basis of registration, Davenport v. State Farm Mutual
Automobile Insurance Co., 756 S.W.2d 678, 679 (Tenn. 1988)
(dictum), but such cases were all
pre-Bauman. Cf.First Community Bank,
N.A. v. First Tennessee Bank, N.A., 489 S.W.3d 369, 401-02
(Tenn. 2015) (finding issue waived). Even before
Bauman, Tennessee precedent was not
uniform. JRM Investments, Inc. v. National Standard,
LLC, 2012 WL 1956421, at *3 (Tenn. App. May 31, 2012)
(affirming dismissal of defendant admittedly with a Tennessee agent
for service of process for lack of general jurisdiction).
Since Bauman, federal court decisions have rejected this
theory. Western Express, Inc. v. Villanueva, 2017
WL 4785831, at *5-7 (M.D. Tenn. Oct. 24, 2017) ("it is clear
that [defendant's] designation of an agent for service of
process, standing alone, [did] not constitute consent to the
general jurisdiction" in Tennessee; "mere designation of
an agent for service of process in a particular state, in
compliance with a state statute, standing alone, does not
constitute consent to general jurisdiction within that
state"). Moreover, a Davenport has been construed
as relating to specific jurisdiction only. Ratledge
v. Norfolk Southern Railway Co., 958 F. Supp. 2d 827, 838 (E.D.
Tenn. 2013). Tennessee is all over the lot, so we rate it as
undecided.

Texas

Both state and federal Texas courts have ruled that registration
to do business does not amount to consent to
jurisdiction. See, e.g.,Salgado v.
OmniSource Corp., 2017 WL 4508085 (Tex. App. Oct. 10, 2017)
(having a "registered agent in Texas . . . [alone]
is not enough to subject a nonresident defendant to general
jurisdiction") (unpublished); Northern Frac Proppants, II,
LLC v. 2011 NF Holdings, LLC, 2017 WL 3275896, at *16 (Tex.
App. July 27, 2017) ("general jurisdiction contacts are not
established by showing that foreign business entities
. . . were registered to do business in Texas, and (iii)
had registered agents for service of process in Texas")
(unpublished); Asshauer v. Glimcher Realty Trust, 228 S.W.3d
922, 933 (Tex. App. 2007) ("having a registered agent and
being registered to do business in Texas only potentially subjects
a foreign corporation to jurisdiction"); Conner v.
ContiCarriers & Terminals, Inc., 944 S.W.2d 405, 416 (Tex.
App. 1997) ("By registering to do business, a foreign
corporation only potentially subjects
itself to jurisdiction.") (emphasis original); Wenche
Siemer v. Learjet Acquisition Corp., 966 F.2d 179, 183 (5th
Cir. 1992) ("the mere act of registering an agent
. . . does not act as consent to be hauled into Texas
courts on any dispute with any party anywhere concerning any
matter") (applying Texas law); Agribusiness United DMCC v.
Blue Water Shipping Co., 2017 WL 1354144, at *5-6 (S.D. Tex.
April 13, 2017) (registration and agent for service of process
insufficient to be "at home" and therefore subject to
general jurisdiction); ADT, LLC v. Capital Connect, Inc.,
2015 WL 7352199, at *5 (N.D. Tex. Nov. 20, 2015) (following
Wenche); Fiduciary Network, LLC v. Buehler, 2015 WL
2165953, at *5-6 (N.D. Tex. May 8, 2015) (consent through
"registration of an agent for process and registration to do
business" will not suffice for general jurisdiction);
Transverse, LLC v. Info Directions, Inc., 2013 WL 3146838,
at *5 (Mag. W.D. Tex. June 17, 2013) ("Courts have
consistently held that the appointment of an agent of process alone
does not suffice to allow for the exercise of general
jurisdiction."), adopted, 2013 WL 12133970 (W.D. Tex.
Aug. 30, 2013); 800 Adept, Inc. v. Enterprise Rent-A-Car,
Co., 545 F. Supp.2d 562, 569 n.1 (E.D. Tex. 2008) ("A
party does not consent to personal jurisdiction merely by complying
with a state's registration statutes or appointing an agent for
service of process."); Arkwright Mutual Insurance Co. v.
Transportes de Nuevo Laredo, 879 F. Supp. 699, 700-01 (S.D.
Tex. 1994) (Texas certificate to do business does not establish
general jurisdiction); Leonard v. USA Petroleum Corp., 829
F. Supp. 882, 889 (S.D. Tex. 1993) ("A foreign corporation
must have contact, other than mere compliance with Texas
domestication requirements, to be subject to personal jurisdiction
in Texas."). Cf.Johnston v. Multidata
Systems International Corp., 523 F.3d 602, 614 (5th Cir. 2008)
("Never before have we held that licenses to do work can
create general jurisdiction.") (applying Texas
law). But seeDel Castillo v. PMI Holdings
North America, Inc., 2015 WL 3833447, at *3-4 (S.D. Tex. June
22, 2015) (allowing general jurisdiction based on registration and
agent for service of process). Solid.

Utah

Utah's registration statute "[does] not create an
independent basis for jurisdiction." Utah Code Ann.
§ 16-17-401 (2013); see alsoOversen v.
Kelle's Transportation Service, 2016 WL 8711343, at *3 (D.
Utah May 12, 2016) (registration does not equate to general
jurisdiction because "[n]othing in the text [of the statute]
suggests that such an act will give rise to general personal
jurisdiction or, for that matter, specific personal jurisdiction in
any particular case"); Ayers v. Tanami Trading Corp.,
2009 WL 1362402, at *3 (D. Utah May 14, 2009) ("[d]esignating
an agent for the service of process within a state, without more,
is insufficient to establish general jurisdiction"); Miller
v. Robertson, 2008 WL 270761, at *5 (D. Utah Jan. 29, 2008)
("qualifying to do business or appointing a registered agent
are relevant factors . . ., but they are not decisive by
themselves"). Utah looks good.

Vermont

Vermont's statute and state cases provide no guidance.
Federal courts have predicted that Vermont would reject consent to
general jurisdiction based on
registration. Bertolini-Mier v. Upper Valley
Neurology Neurosurgery, P.C., 2016 WL 7174646, at *4 (D. Vt.
Dec. 7, 2016) ("mere registration to do business in Vermont is
not determinative of the jurisdictional questions in this
case," following Brown, (see Connecticut));
Viko v. World Vision Inc., 2009 WL 2230919, at *7 (D. Vt.
July 24, 2009) ("compliance with Vermont's foreign
corporation registration statute does not entail consent to general
personal jurisdiction, at least independently of the minimum
contacts required by due process"). Somewhat
surprisingly, Vermont also looks good.

Virginia

The consequence of registration with respect to general
jurisdiction is unclear, because there is no controlling case law,
and the relevant decisions conflict. Most recently, a
Virginia trial court ruled that "[d]esignating an agent does
not amount to continuous and systematic operations that render
[defendant] 'essentially at home' in Virginia, as is
minimally required for general personal
jurisdiction." New York Commercial Bank v.
Heritage Green Development, LLC, 2017 WL 954197, at *2 (Va.
Cir. March 7, 2017). New York Commercial followed
Reynolds & Reynolds Holdings, Inc. v. Data Supplies,
Inc., 301 F. Supp. 2d 545, 551 (E.D. Va. 2004), which held that
the consent-by-registration theory does not comport with due
process). Id. at 551. Conversely,
Cognitronics Imaging Systems, Inc. v. Recognition Research,
Inc., 83 F. Supp.2d 689, 693-94 (E.D. Va. 2000), held,
well before Bauman, that compliance with a corporate
registration statute did result in consent to general
jurisdiction. Somewhat surprisingly, Virginia still seems too
close to call.

Virgin Islands

Citing Bauman's "reluctance to extend general
jurisdiction," In re Asbestos Products Liability Litigation
(No. VI), 2014 WL 5394310 (E.D. Pa. Oct. 23, 2014) (applying
Virgin Islands law), held that a defendant's current Virgin
Islands license to do business and agent for service of process
were "not so significant that they could substitute for its
place of incorporation or principal place of
business." Id. at *9. Not a lot, but
what there is looks good.

Washington

By statute, designation or maintenance in this state of a
registered agent does not by itself create the basis for personal
jurisdiction over the represented entity." Wash. Rev.
Code §§23.95.460; Washington Equipment Manufacturing
Co. v. Concrete Placing Co., 931 P.2d 170, 173 (Wash. App.
1997) ("A certificate of authority to do business and
appointment of a registered agent do not then confer general
jurisdiction over a foreign corporation."); Cox v. Alco
Industries, Inc., 2015 WL 10891167, at *4-6 (Wash. Super. Sept.
10, 2015) (registration to do business, even with other contacts,
insufficient to support general jurisdiction; following
Brown (see Connecticut); Dokoozian Construction
LLC v. Executive Risk Specialty Insurance Co., 2015 WL
12085859, at *2 (W.D. Wash. July 28, 2015) ("reject[ing] the
idea that the appointment of an agent for service of process alone
works as consent to be sued in that state"); U.S. ex rel.
Imco General Construction, Inc. v. Insurance Co. of
Pennsylvania, 2014 WL 4364854, at *3 (W.D. Wash. Sept. 3, 2014)
(basing general jurisdiction on registration to do business was
"exorbitant" assertion of jurisdiction barred by
Bauman). Washington looks solid.

West Virginia

While the registration statute is silent on the jurisdictional
invocations, federal courts have found that registration alone did
not establish general jurisdiction. Gallaher v. KBR,
Inc., 2010 WL 2901626, at *10 (N.D.W. Va. July 21, 2010)
(corporate registration and having agent for service of process
"are not sufficient to establish general personal
jurisdiction"); In re Mid-Atlantic Toyota Antitrust
Litigation, 525 F. Supp. 1265, 1278 (D. Md. 1981) ("With
no contact with West Virginia . . ., [defendant's]
consent [by registering to do business] to jurisdiction is an
insufficient basis for personal jurisdiction") (applying West
Virginia law), aff'd, 704 F.2d 125 (4th Cir.
1983). The sample isn't large, but West Virginia looks
all right on this issue.

Wisconsin

The Wisconsin Supreme Court held post-Bauman that
"appointing a registered agent under Wis. Stat. §
180.1507 does not signify consent to general personal
jurisdiction. The statute's plain language does not
mention jurisdiction, and [plaintiff's] proffered deviation
from the text would place the statute's constitutionality into
doubt." Segregated Account of Ambac Assurance
Corp. v. Countrywide Home Loans, 898 N.W.2d 70, 77 (Wis.
2017). Expansive jurisdiction by consent "would extend
Wisconsin's exercise of general jurisdiction beyond the tapered
limits recently described by the Supreme
Court." Id. at 80. "A foreign
corporation's contacts with Wisconsin would be irrelevant so
long as it registered an agent for service of process − which
all foreign corporations authorized to transact business in this
state must do," which would render the Long Arm statute
"idle and nugatory." Id. at 79.
Pennsylvania Fire "represent[ed] a disfavored approach
to general jurisdiction." Id. at 82.
Now solid.

Wyoming

Wyoming's registration of foreign corporations statutes and
cases have yet to address the issue of consent to general
jurisdiction through registration or appointment of an agent.
Matching question marks at the beginning and the end of the
alphabet.

This article is presented for informational purposes only
and is not intended to constitute legal advice.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).

Email Address

Company Name

Password

Confirm Password

Position

Mondaq Topics -- Select your Interests

Accounting

Anti-trust

Commercial

Compliance

Consumer

Criminal

Employment

Energy

Environment

Family

Finance

Government

Healthcare

Immigration

Insolvency

Insurance

International

IP

Law Performance

Law Practice

Litigation

Media & IT

Privacy

Real Estate

Strategy

Tax

Technology

Transport

Wealth Mgt

Regions

Africa

Asia

Asia Pacific

Australasia

Canada

Caribbean

Europe

European Union

Latin America

Middle East

U.K.

United States

Worldwide Updates

Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.

To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access

No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq

No, please do not send me promotional communications from Mondaq

Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions